SYNERGY BRANDS INC.
                                STATE OF DELAWARE
                            CERTIFICATE OF CORRECTION

Synergy Brands Inc., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

1. The name of the corporation is Synergy Brands Inc.

2. That a Certificate of Amendment to Certificate of Incorporation  was filed by
the  Secretary  of  State of  Delaware  on  February  11,  2003  and  that  said
Certificate  requires  correction  as  permitted  by Section  103 of the General
Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate to be corrected is as follows:

The Amendment correctly stated the reverse split of the outstanding stock of the
corporation 1 share for each 4 shares outstanding but neglected to also disclose
and  implement  a  similar  1 for 4  reverse  split of the  amount  of stock the
corporation is authorized to issue

4. Article FOURTH of the Certificate is corrected to read as follows:

Add (iii) The amount of shares the  corporation  is  authorized to issue is also
reverse  split one for four  resulting in the  corporation  being  authorized to
issue  15,000,000  shares of stock divided into  14,000,000  common shares,  par
value  $.001 per share,  100,000  shares of Class A Preferred  stock,  par value
$.001 per share,  and 900,000 shares of Class B Preferred Stock, par value $.001
per share.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
Mair Faibish, an Authorized Officer, this day of January, A.D. 2005.


By:    /s/ Mair Faibish
    --------------------
Name:  Mair  Faibish
Title: Chief Executive Officer